SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

Form 8-K

 


 

Current Report

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

March 8, 2012

Date of Report

(Date of earliest event reported)

 

 


 

THRESHOLD PHARMACEUTICALS, INC.

(Exact name of Registrant as specified in its charter)

 

 

         
Delaware   001-32979   94-3409596
(State or other jurisdiction of
incorporation or organization)
  (Commission File Number)   (I.R.S. Employer
Identification No.)

 

170 Harbor Way, Suite 300

South San Francisco, California 94080

(Address of principal executive offices) (Zip code)

 

(650) 474-8200

(Registrant’s telephone number, including area code)

 

 

(Former name or former address, if changed since last report)

 

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
  

  

Item 2.02.  Results of Operations and Financial Condition

 

On March 8, 2012, Threshold Pharmaceuticals, Inc. issued a press release regarding its financial results for the fourth quarter and year ended December 31, 2011.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report. The press release contains statements intended as “forward-looking statements” which are subject to the cautionary statements about forward-looking statements set forth therein.

 

The information furnished pursuant to this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that Section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

  

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

 

Description

99.1                    Press Release of Threshold Pharmaceuticals, Inc. dated March 8, 2012 regarding its financial results for the fourth quarter and year ended December 31, 2011, furnished in accordance with Item 2.02 of this Current Report on Form 8-K.

 

 
 


SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

         
    Threshold Pharmaceuticals, Inc.
     
Date:   March 8, 2012   By:  

/s/ Joel A. Fernandes

        Joel A. Fernandes
        Vice President, Finance and Controller
         

 

 
 


EXHIBIT INDEX

 

     

Exhibit No.

 

Description

99.1   Press Release of Threshold Pharmaceuticals, Inc. dated March 8, 2012 regarding its financial results for the fourth quarter and year ended December 31, 2011.